Grainger : Excluded Entity Designation Notice

GRAINGER PLC

EXCLUDED ENTITY DESIGNATION NOTICE TO THE HOLDERS OF

£350,000,000 3.375 per cent. Guaranteed Secured Notes due 2028 (ISIN: XS1790055229; Common Code: 179005522) (the Notes)

Dated: 26 MARCH 2019

1. This Excluded Entity Designation Notice is delivered to you in accordance with Condition 3.6 (Excluded Entities) and Condition 14 (Notices) of the Terms and Conditions of the Notes in Definitive Form (the Terms and Conditions) as set out in Schedule 4 of the trust deed dated 24 April 2018 (and as further amended or supplemented from time to time, the Trust Deed) and made between Grainger plc (the Issuer), the various subsidiaries of Grainger plc named therein as guarantors (the Guarantors) and HSBC Corporate Trustee Company (UK) Limited (the Trustee).

2. Terms defined in the Trust Deed shall have the same meaning in this Excluded Entity Designation Notice unless given a different meaning in this Excluded Entity Designation Notice.

3. Pursuant to Condition 3.6 (Excluded Entities) and Condition 14 (Notices) of the Terms and Conditions, the Issuer hereby notifies the Noteholders of the designation of each of the following entities as an Excluded Entity:

Name of Relevant Entity

GRAINGER TRUST LIMITED

4. The Issuer has given written notice to the Trustee of such designation on 22 March 2019 and received notice of confirmation from the Trustee on 26 March 2019, at which point each of the entities referenced in 3 above was automatically designated an Excluded Entity.

5. A copy of this Excluded Entity Designation Notice is being sent to all holders of record of the Notes.

6. Questions regarding this Excluded Entity Designation Notice should be directed to the Company at:

Grainger plc
Citygate
St James' Boulevard
Newcastle upon Tyne
NE1 4JE

For the attention of: Mark Whitehead

This Excluded Entity Designation Notice is given by:

Grainger Plc

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.